VEON management increases share ownership

Amsterdam, 12 April 2024 – VEON Ltd. (NASDAQ: VEON, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, today announces an increase in management’s ownership of VEON shares through awards under its existing equity incentive-based compensation plans.  VEON is utilising certain of the 92,459,532 common shares issued to VEON Holdings BV, announced on 1 March 2024, to satisfy the awards made.

Augie Fabela, Chair of the Remuneration and Governance Committee, commented on the awards set out in the table below, saying, "The equity awards are a testament to our belief in aligning management's incentives with value creation and shareholder returns. These awards recognize the contributions and key roles of our top three executives in successfully driving future success for the VEON Group.”

Figures represent the ADS equivalents of VEON common shares awarded	Short-Term Incentive 20231	Project Award2	Special Award3	Long-Term Incentive 2024 Award4
Kaan Terzioglu	57,248			240,169
Joop Brakenhoff	10,515	8,778	2,102	95,913
Omiyinka Doris	5,832	7,524		82,211

In connection with these above mentioned share awards, VEON’s Group Executive Committee (“GEC”) received a total of 2,299,995 VEON common shares (equal to 91,999 VEON American Depositary Shares (“ADSs”)) within the scope of the VEON’s Deferred Share plans, and the GEC were granted a total of 10,457,359 VEON common shares (equal to 418,294 ADSs) as a part of the LTI plans. The grant amounts set out in the table above reflect the net award amounts transferred to each of the GEC members after deducting shares to cover withholding taxes (as applicable), save for the LTI 2024 awards which are unvested and reflect the gross award amounts.  

As previously announced, GEC members are required to accrue and maintain a minimum level of VEON shares. This will be equivalent to 6.0x the annual base salary for the Group CEO and 2.0x the annual base salary for the other GEC members.

 ¹ The STI 2023 share awards were granted as part of VEON’s Deferred Share Plan. The Deferred Share grant, which represents 50% of the Short-Term Incentives (“STI”) scheme, relates to the period from 1 January 2023 to 31 December 2023 and is deferred into shares under the Deferred Share grant rules. The shares vested immediately and are required to be held for period of two years from 16 February 2024.